SOUTHERN CALIFORNIA EDISON 42 - 2007

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Party's name and/or logo from materials discussing the Program, the Program implementation, and/or the Parties' delivery thereof. 21. RIGHT TO AUDIT The Parties agree that the Parties, and/or the Commission, or their respective designated representatives, shall have the right to review and to copy any records or supporting documentation pertaining to their performance of this Agreement or the Authorized Work, during normal business hours, and to allow reasonable access in order to interview any employees of the Party who might reasonably have information related to such records. Further, the Parties agree to include a similar right of the Parties and/or the Commission to audit records and interview staff in any subcontract related to performance of the Authorized Work or this Agreement. 22. STOP WORK PROCEDURES SCE may suspend the Authorized Work being performed in its service territory for good cause, such as safety concerns, fraud, or excessive Customer complaints, by orally notifying each other Party to suspend the Authorized Work being performed in its service territory. Each Party performing Authorized Work in SCE's service territory shall stop work immediately, and may resume Authorized Work only upon receiving written notice from SCE that it may resume the Authorized Work. 23. TERM AND TERMINATION 23.1. Term. This Agreement shall be effective as of November 1, 2007. The Agreement shall continue in effect until June 30, 2009 ("Term") unless otherwise terminated in accordance with the provisions of Section 23 hereof. 23.2. Termination. Any Party may, upon approval of all non-breaching Parties, terminate this Agreement in the event of a material breach by one Party of any of the material terms or conditions of this Agreement, provided such breach is not remedied within sixty (60) days notice to a breaching Party thereof from anon-breaching Party or otherwise resolved pursuant to the dispute resolution provisions set forth in Section 14 herein. 23.2.1. In the event of termination, the Parties shall be entitled to PGC Funds for all Program Expenditures incurred or accrued pursuant to contractual or other legal obligations for Authorized Work up to the effective date of termination of this Agreement, provided that any Monthly or other Reports required by the Commission are submitted in accordance with the terms and conditions of this Agreement. 23.2.2. In the event of termination, the Parties shall work cooperatively to facilitate the termination of operations and any applicable contracts for Authorized Work. 24. WRITTEN NOTICES Any written notice, demand or request required or authorized in connection with this Agreement, shall be deemed properly given if delivered in person or sent by facsimile, nationally 18